8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2009

VICON INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

New York	1-7939	11-2160665
(State of Incorporation or	(Commission File Number)	(IRS Employer
Organization)		Identification No.)

89 Arkay Drive, Hauppauge, New York	11788
(Address of Principal Executive Offices)	(Zip Code)

(631) 952-2288

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

       [ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

       [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

       [ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

       [ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 6, 2009, the Registrant issued a press release announcing its financial results for its quarter ended June 30, 2009.  A copy of the press release is attached hereto as Exhibit 99.1.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

     (d) Exhibits

         The following exhibit is furnished as part of this report:

         99.1  Registrant's Press Release dated August 6, 2009

The information in this Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for the purposes of Section  18 of the Securities Exchange Act of 1934, as amended,  (the  "Exchange  Act") or otherwise subject to the liabilities of that section,  nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  August 6, 2009

VICON INDUSTRIES, INC.

By: /s/ John M. Badke

John M. Badke

Senior Vice President, Finance and

Chief Financial Officer

EXHIBIT INDEX

Exhibit                  Description

  99.1                     Registrant's press release dated August 6, 2009

EX-99

EXHIBIT 99.1

                                      FOR IMMEDIATE RELEASE

                                           FOR FURTHER INFORMATION:

                                                          Vicon Industries: Joan Wolf: 631-952-2288

                                                                          BlissPR: John Bliss: 212-840-1661

VICON REPORTS THIRD QUARTER RESULTS

HAUPPAUGE, NY, August 06, 2009 - Vicon Industries, Inc. (Amex: VII), a leading designer and producer of physical security information management systems, today reported operating results for the third fiscal quarter ended June 30, 2009.   The announcement was made by Chairman and CEO Ken Darby, who said overall the Company performed well notwithstanding a difficult business environment and unfavorable foreign currency movements which served to depress revenue.

Net sales for the third fiscal quarter were $14.8 million, a decrease of 8%, compared with $16.0 million in the third quarter of the prior fiscal year.  If foreign currency denominated sales were converted at the same exchange rate as the prior year period, sales for the current quarter would have been $15.5 million.  Net income totaled $473,000 ($.10 per diluted share), compared with net income of $528,000 ($.11 per diluted share) in the prior year quarter.

For the nine months, net sales were $45.2 million, a decrease of 4%, compared with $47.0 million in the first nine months of the prior fiscal year.  If foreign currency denominated sales were converted at the same exchange as the prior year period, sales for the current nine months would have been $47.6 million.  Net income totaled $1,371,000  ($.29 per diluted share) compared with net income of $1,079,000 ($.22 per diluted share) in the prior year nine month period.

Commenting on the third quarter results, Mr. Darby said U.S. sales were $7.8 million, down slightly from $8.0 million in the year ago quarter, while foreign sales totaled $7.0 million, compared with $8.0 million for the similar year ago period.  “Over $700,000 of the foreign revenue decline was attributable to the negative translation effect on sales denominated in foreign currencies (principally British pounds and Euros) as a result of the recent strength of the U.S. dollar.  Overall, Company revenues remained steady from the previous quarter, which was satisfying in the face of a tough business climate”, said Mr. Darby.

“Foreign currency movements likewise affected gross margins and operating costs for the quarter and the year to date period”, he continued.  “The strong dollar cut into foreign sales gross margins as most products are dollar cost based.  Gross margins for the current quarter were 44.1% versus 45.4% for the same year ago period, while year to date margins were 44.8% compared with 44.7%.  Maintaining margins has been challenging considering the competitive environment and the adverse currency shift.  Operating costs, however, declined significantly ($700,000 in the quarter and $1.3 million year to date) due principally to the strong dollar effect on foreign operating costs denominated in local currencies”, commented Mr. Darby.

Mr. Darby went on to say, “Vicon generated $5.5 million in cash from operations for the year to date period, of which $943,000 was used to repurchase 185,315 shares of the Company’s stock in open market transactions.  At June 30, 2009, net tangible assets totaled $35.0 million equal to $7.63 per outstanding share, $3.17 of which was represented by cash.”

In the first fiscal quarter of 2010, Vicon will begin shipments of a new series of Kollector ® network and video recorders and servers.  “These new products add high-level hardware performance to complement the ViconNet® physical security information management application.  Among other things, the new machines will support the most efficient video compression technologies and customer selected event management systems”, said Mr. Darby.

There has been no change in the status of the patent litigation from that previously reported.  “We continue to wait for a decision by the U.S. Patent Office Board of Appeals and Interferences”, said Mr. Darby.

Vicon Industries, Inc. designs, manufactures, assembles and markets a wide range of physical security information management systems and system components used for security, surveillance, safety and communication purposes by a broad group of end users worldwide.

This news release contains forward-looking statements that involve risks and uncertainties.  Statements that are not historical facts, including statements about the adequacy of reserves, estimated costs, Company intentions, probabilities, beliefs, prospects and strategies and its expectations about expansion into new markets, growth in existing markets, enhanced operating margins or growth in its business, are forward-looking statements that involve risks and uncertainties.  Actual results and events may differ significantly from those discussed in the forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements.

(Table of Operations Attached)

Table of Operations

Vicon Industries, Inc.

Condensed Statements of Operations

 (Unaudited)

	Three Months Ended June 30,				Nine Months Ended June 30,
	2009		2008		2009		2008
Net sales	$	14,754,000	$	16,027,000	$	45,161,000	$	47,006,000
Gross profit		6,513,000		7,268,000		20,217,000		20,992,000
Selling, general and
administrative expense		4,652,000		5,171,000		14,021,000		15,139,000
Engineering and development
expense		1,135,000		1,314,000		4,035,000		4,228,000
Operating income		726,000		783,000		2,161,000		1,625,000
Income before income taxes		753,000		826,000		2,181,000		1,774,000
Income tax expense		280,000		298,000		810,000		695,000
Net income	$	473,000	$	528,000	$	1,371,000	$	1,079,000
Earnings per share:
Basic	$	.10	$	.11	$	.30	$	.23
Diluted	$	.10	$	.11	$	.29	$	.22
Shares used in computing
earnings per share:
Basic		4,592,000		4,766,000		4,630,000		4,793,000
Diluted		4,706,000		4,873,000		4,733,000		4,979,000